The SI swimsuit model transforms from impossibly lovely to inaccessibly exquisite as we write part of a Stephen King story on her naked body — and offers some tricks for looking sexy in photos along the way.

As she speaks, there are certain words that charmingly betray her, words that remind you she's not from Connecticut or Orange County. Those words are hand, comfortable, magical, and cleavage, which sound like haynd, cumftabul, majkle, and clivvage.Judging by the frequency with which they're invoked, these are some of her favorite words. And the way her slight Israeli accent affects them only highlights her California-girl face. Bar Refaeli — twenty-four, Sports Illustrated swimsuit-issue cover model, de facto Israeli ambassador to the world, living canvas (see cover) — is a fascinating hybrid. But somehow a perfectly natural one. She is sitting on a bench on a veranda outside a photo studio along the Hudson River in New York City.She's wearing a baggy plaid shirt, black tights. Her hair is in a ponytail. And as she speaks, the wind off the river carries away the smoke from her cigarette. She talks about Israeli women: "It's the mentality. Israel is so small, and we struggle just to stay alive. Israeli girls are a little more — I'm not comparing — but we're very confident. We like to have fun. We're very free. It shows in our character, and it goes in the camera."

Her ambitions: "Heidi Klum. I really like what she's doing. It's what I picture myself as."Having part of a Stephen King story written on her body for the Esquire cover: "I haven't seen anything like that ever. So I wanted to be the girl who did it."The smoke blowing in my face: "Is this bothering you?"She also talks about how to look sexy in photos, which, as it turns out, involves three key tricks.

Trick one: "The palm of the hand — you need to make it long, your fingers long." She makes a claw shape with her fingers, then languidly unfurls them. (Note: This trick works well.)

Trick two: "Always make your feet point." She extends her leg like a ballerina so her foot is part of a single, graceful line. (Note: This trick works well.)

Trick three: "Your collarbone... how do I say it? Let me show it. Pop it up, pop it out. It's all in the definition of the bones." She pulls the placket of her shirt back, along with a tank top and a bra strap, to reveal the top of her breast and the length of her right clavicle. She flexes her chest so the bone is instantly more defined. (Note: This trick works extremely well.)

She is wearing no makeup. She has lots of freckles. She smiles a lot. In this light, natural light, waiting to begin her work, Bar Refaeli is impossibly lovely.She walks back inside, goes behind a screen, and she takes off her clothes, puts on a robe, and gets her face and hair done.As she sits in the chair, she begins to look more tan than she did before. Shinier. Smoother. The freckles, the single most defining characteristic of her face, are gone. (Her childhood on the Israeli coast was literally sunny: "I walked along dirt roads and picked oranges and played with dogs and rabbits and chickens and horses.") She looks... perfect. She looks sad. A little lonely.

She's become hot.

She takes off the robe and walks over to a platform so she can have a passage from a Stephen King short story applied to her body by a short-story-body-application professional. She is wearing white bikini bottoms and a red bikini top, which is pulled up, revealing the bottom third of her breasts. The skin there is white. She reads a novel in Hebrew. She doesn't talk.She doesn't move. Without her clothes on, she looks 10 percent larger. She is thin, of course, and her stomach is impossibly taut. But she has grown somehow. Maybe it's the clivvage.

She's become inaccessibly exquisite.

She walks over to a corner of the room where the photographer is set up and lies down on the floor with inked-up torso and arms, one of them precisely positioned over — but not covering — her breasts, her hair fanned out behind her. There is a camera mounted on a rack above her. There are about fifteen people hovering around, and she scowls like a criminal. She looks like a live photograph. She looks like she wants to kill you.

She's become gorgeous.

Breaking character, she says, "I want to see," and she lifts her head up and glances over at a monitor to review the photos that were just taken. She becomes the southern-California girl from central Israel again. And she smiles. She's no longer covering her breasts in an artful way; she's holding them because she doesn't want fifteen people to see them.She looks the way a warm girl looks.

She looks beautiful.

The Cover ArtistFor this month's cover, we asked graphic designer James Victore (that's his hand, above) to transcribe parts of Stephen King's short story "Morality" on the lovely Bar Refaeli. He spoke with us just before getting started.

ESQ: What's the medium?

JV: Shoe polish.

ESQ: Really?

JV: No, no. It's what body painters use, but body painting is kind of boring. We're trying to give it some energy.

ESQ: Did you map this out?

JV: To a certain degree, but it might change, and we have to be cool with that.

ESQ: What about practicing?

JV: I have an exquisite wife, and I practice on her. Also, we worked with three different models. Everyone is different. The

flesh is different, the curves are different.

ESQ: And how does Refaeli compare?

JV: She's a perfect canvas because her skin is so flawless. It's going to be amazing.

The Cover Proofreader

Articles editor Ross McCammon, who wrote about Refaeli, was also tasked with checking her for spelling errors."I had to read her three times because the first read was a wash — I felt disoriented, I wasn't used to the medium, I was rapt by King's wordsmithing. So the real work began on the second and third passes. As I scanned each line, reading the words out loud, checking for trouble spots (afterward, not afterwards, for instance), Refaeli slowly — but all too perceptibly — moved her body according to whatever I needed to get a good look at. Which was distracting, but I thank her for it."

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